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<h1><a href="https://archiveofourown.org/works/30138360">Why Did You Have To Say That?</a> by <a class='authorlink' href='https://archiveofourown.org/users/TheDiamondSword400/pseuds/TheDiamondSword400'>TheDiamondSword400</a></h1>

<table class="full">

<tr><td><b>Category:</b></td><td>Starlight Express - Phillips/Stilgoe/Webber</td></tr>

<tr><td><b>Genre:</b></td><td>Angst, CB Needs a Hug, Friendship</td></tr>

<tr><td><b>Language:</b></td><td>English</td></tr>

<tr><td><b>Status:</b></td><td>Completed</td></tr>

<tr><td><b>Published:</b></td><td>2021-03-19</td></tr>

<tr><td><b>Updated:</b></td><td>2021-03-19</td></tr>

<tr><td><b>Packaged:</b></td><td>2021-05-15 17:29:09</td></tr>

<tr><td><b>Rating:</b></td><td>General Audiences</td></tr>

<tr><td><b>Warnings:</b></td><td>Creator Chose Not To Use Archive Warnings</td></tr>

<tr><td><b>Chapters:</b></td><td>1</td></tr>

<tr><td><b>Words:</b></td><td>902</td></tr>

<tr><td><b>Publisher:</b></td><td>archiveofourown.org</td></tr>

<tr><td><b>Story URL:</b></td><td>https://archiveofourown.org/works/30138360</td></tr>

<tr><td><b>Author URL:</b></td><td>https://archiveofourown.org/users/TheDiamondSword400/pseuds/TheDiamondSword400</td></tr>

<tr><td><b>Summary:</b></td><td><div class="userstuff">
              <p>CB has a crisis of conscience before the fateful race.</p>
            </div></td></tr>

<tr><td><b>Relationships:</b></td><td>CB/Caboose &amp; Rusty (Starlight Express)</td></tr>

<tr><td><b>Comments:</b></td><td>5</td></tr>

<tr><td><b>Kudos:</b></td><td>12</td></tr>

</table>

<a name="section0001"><h2>Why Did You Have To Say That?</h2></a>
<div class="story"><div class="userstuff module">
    
    <p>CB grinned wolfishly as Electra and his components rolled away. Oh, this was going to be fun. He'd curry favor with the two most powerful trains in the yard and get to partake in his favorite past time. Derailing upstart engines.</p>
<p>There was just one little detail to take care of first.</p>
<p>“CB?” a voice called hesitantly from behind him.</p>
<p>Ah, right on cue.</p>
<p>The Red Caboose turned, a pleasant and curious mask spreading over his first “Rusty?” he asked sweetly “What can I do for you?”</p>
<p>The steam engine looked uncertain, feet shifting back and forth in a nervous tic “I . . . I was wondering if you would . . . like to race with me?”</p>
<p>“Me?!” CB clasped his hands in front of him, transforming his face into a stunned look as he teared up. Those acting lessens were really worth their weight in oil “Really? Are you sure you don't want to race with Dustin or Pearl or even the Rockies?”</p>
<p>“Well, you know the Rockies have never supported me racing.” Rusty shrugged uncomfortably and waved his hand helplessly “Dustin's feeling really guilty about what happened with Poppa. And Pearl . . .” The engine trailed off sadly, expression pained “Well, the whole yard knows what happened with her. Besides, you're my best friend. Why wouldn't I want to race with you?”</p>
<p>CB's mind screeched to a halt and derailed.</p>
<p>“What?” he demanded flatly, features freezing in place and entire body going still.</p>
<p>“I said, why wouldn't I want to race with you?” Rusty grinned wide in amusement “It was a rhetorical question.” he laughed and gave CB a playful punch on the shoulder.</p>
<p>Like you'd do with your best friend.</p>
<p>CB stared at his shoulder where the steam train had touched him with a blank stare.</p>
<p>“So, what do you say? Will you race with me?” Rusty asked, oblivious to the Red Caboose's existential crisis.</p>
<p>“Uh, yeah.” CB forced a wide smile onto his face “Of course. I'd love to race with you.”</p>
<p>“Great!” The smaller train's face lit up “I need to check on Poppa but I'll meet you at the track before the race, okay?”</p>
<p>“Yeah, that's fine.”</p>
<p>Rusty flashed him a last bright smile and darted off, waving farewell over his shoulder.</p>
<p>CB stood frozen in place where he left him, frozen thoughts suddenly flying at 100mph.</p>
<p>Best friend?</p>
<p>
  <em>Best Friend?!</em>
</p>
<p>
  <em>He was Rusty's best friend?!</em>
</p>
<p>When – How – He had never been anyone's best friend before!</p>
<p>Except . . . apparently he had become Rusty's at some point. How was that possible?! It wasn't like the steam engine laughed at his jokes or appreciated his singing or . . . or liked to sit with him and . . . make snarky comments about the other trains . . .</p>
<p>Oh.</p>
<p>
  <em>Oh.</em>
</p>
<p>Was that friendship? Was . . . was every time the steam engine made time for him . . . not just him being nice?</p>
<p>But Rusty had always been nice!</p>
<p>Did that mean . . .</p>
<p>Did that mean they had always been friends?</p>
<p>And CB had just never noticed?</p>
<p>How could he have?! CB had never had a best friend before. A best friend who trusted him enough to race with him! A warm feeling spread through the Red Caboose's chest and a wide giddy smile spread over his face. Oh, this was amazing. He'd help Rusty win! They would do it together! Wouldn't it just grate Flat-Top's gears to see freight yard's resident delinquent in the winner's circle. With Rusty! Oh, it made him laugh to think about! Flat-top was always such a spoilsport about anyone encouraging Rusty into reckless behavior and it was so much fun to push his buttons. Oh, yes! He could do it! He could see it now! The obsolete little steam engine victorious and Greaseball, the unbeatable diesel, pouting in the corner.</p>
<p>Wait.</p>
<p>Greaseball –</p>
<p>Oh snap!</p>
<p>CB's face fell, stricken with realization. He had promised Greaseball he'd – and he promised Electra -! He'd promised to wipe out Rusty! But he couldn't possibly . . .</p>
<p>Not now!</p>
<p>Not after – He just got a best friend! His very first! He couldn't derail him! If he made Rusty lose the race the steam engine would never talk to him again. He lose his best friend before he even got to enjoy having him.</p>
<p>But if he helped Rusty win Greaseball would kill him.</p>
<p>And Starlight only knew what Electra would do to him.</p>
<p>The Red Caboose stared helplessly at his hands, stricken. He didn't know what to do. He couldn't see any way out of this, this mess he himself had created. There was no one he could go to for advice. If someone knew he had planned to cheat he'd be punished. And Greaseball and Electra would be disqualified as co-conspirators.</p>
<p>Then they'd really kill him.</p>
<p>No, he had to make Rusty crash.</p>
<p>But . . .</p>
<p>But Rusty . . .</p>
<p>What would it be like to actually have a best friend? Would Rusty listen to his stories? Would he help CB with his pranks?</p>
<p>Or would he condemn the Red Caboose when he found out how many trains CB had crashed? He had never been honest with anyone, ever! It couldn't possibly end well.</p>
<p>And yet . . . throwing it all away . . .</p>
<p>He never realized how much he'd want to know what it was like to have a friend.</p>
<p>But he also didn't want to be beaten up by a bunch of slighted diesels.</p>
<p>He didn't know what to do.</p>
<p>Had no idea how to decide.</p>
<p>“Someone please help me make up my heart.”</p>
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